Director's Notification of Dealing in Shares

Thames Water PLC
24 May 2000

Thames Water Plc hereby gives notice that on 24 May 2000 the Trustee of the
Thames Water Long Term Restricted Share Plan and the Thames Water Cash/Share
Bonus Plan ('the Schemes') released 17,436 ordinary shares in the Company to
cover the entitlement of David Luffrum,a former Director of Thames Water Plc. 
A further 6,941 ordinary shares were released to cover the entitlement of Bill
Alexander, a Director of Thames Water Plc, under the Long Term Restricted
Share Plan as Thames Water achieved first place in the comparative rankings
for the four year period ending 31 March 2000.  Mr Alexander sold 2,784 of his
shares at a sale price of £7.95 per share to pay the tax liability due on the
release.

The Thames Water Plc Directors Bill Alexander and David Badcock, as potential
beneficiaries under the Schemes along with other senior Thames Water
executives, have a non-beneficial interest in some of the remaining shares
held by the Trustee, contingent upon performance conditions being met. 
Following the above transactions 154,707 shares are held by the Trustee.

On 23 May 2000, Bill Alexander exercised the following Executive Share
Options: 18,000 ordinary 23p shares at an option price of £3.47 and 31,000
ordinary 23p shares at an option price of £4.18.  The 49,000 shares arising
from the exercise of the options were sold at a price of £8.005 per share.

Mr Alexander's total holding following this notification has increased from
13,545 ordinary shares to 17,702 ordinary shares .